SUNKO — AGM Information 2022

Jun 23, 2022

Stock Code: 1721

SUNKO INK CO., LTD.

2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

MEETING HANDBOOK

Time: 15 June 2022 (Wednesday)

Venue: No. 5, Gong 1st Rd., Hemei Township, Changhua County 508003, Taiwan (R.O.C.) (Staff Cafeteria at Chuansing)

★ Where any discrepancy arises between the English translation and original Chinese version, the Chinese version shall prevail.

0

SUNKO INK CO., LTD.

2021 Shareholders’ General Meeting Handbook

Table of Contents

I.	Meeting Procedures………………………………………………................	1
	1. Management Presentation (Company Reports) ……………………….	2
	2. Ratifications………….....…………......................................................	3
	3. Discussions……………………………………………….....................	5
	4. Elections………………………………………………………………	5
	5. Other Business and Special motion……………………………………	6
	6. Extraordinary Motions…………………………………..…….............	6
II.	Attachments
	1. 2021 Business Report…………………………………….....................	7
	2. 2021 Audit Committees’ Review Report………………………………	13
	3. The Statement of Remuneration for General Directors and
	Independent Directors…………………………………….. …………	14
	4. Comparison Table for Repurchase share and Transfer to employee…	15
	5. 2021 Financial Statements with Independent Auditor’s Report…….…	16
	6. Comparison Table for Acquisition or Disposal assets procedure……	36
	7. The Table for release the Board of Directors from Non-competition
	Restriction…………………………..……..……..……..……………	41
III.	Appendix
	1. Rules of Procedures for Shareholders’ Meetings…………………...…	42
	2. Articles of Incorporation………………………………………………	44
	3. Procedure for Election of Directors…………………………………	49
	4. Shareholdings of all Directors…………………………....………..…..	51

0

SUNKO INK CO., LTD.

2022 Annual General Shareholders’ Meeting

Time: 09:00 a.m., 15 June 2022 (Wednesday)

Location: No. 5, Gong 1st Rd., Hemei Township, Changhua County 508003, Taiwan (R.O.C.) (Staff Cafeteria at Chuansing)

Meeting Agenda

I. Call the Meeting to Order

II. Chairperson Remarks

III. Management Presentation (Company Reports)

1. 2021 Business Report

2. 2021 Audit Committee’s Review Report

3. 2021 Status of Endorsement and Guarantee

4. The remuneration report of director on 2021

5. The Implementation Report and Amendment measure of Repurchase of Shares and Transfer to employee

6. The report of cancellation of treasury shares

IV. Ratifications

1. To ratify the 2021 Business Report and Financial Statements

2. To ratify the 2021 loss appropriation proposal

V. Discussions

1. Amendments to ’Procedures for Acquisition or Disposal of assets’, kindly invite discussion

1

VI. Directors Election

1. To elect 18[th] directors, kindly invite discussion

VII. Other Proposal

1. Proposal to Release the Board of Directors from Non-Competition

2. Restrictions, please kindly discussion.

VIII. Extraordinary Motions

IX. Meeting Adjourned

2

Management Presentations (Company Reports)

1. Issue : 2021 Business Report

Details : Please refer to Attachment 1 (page. 7).

1. Issue : 2021 Audit Committees’ Review Report

Details : Please refer to Attachment 2 (page. 16).

1. Issue : 2021 Status of Endorsement and Guarantee

Details : No Endorsement or Guarantee issues.

4. Issue : The remuneration report of directors on 2021

Details :

The company’s general directors and independent directors’ remuneration policy, system, standard and structure, and the relationship with the remuneration amount according to the responsibilities, risks, investment time and other factors:

• (1) According to the company’s articles of incorporation, the remuneration of the directors shall be approved by the Board of Directors to be paid in accordance with the regular standards of the industry, and shall be weighed in view of their involvement in the company’s operation and the value of their contribution.

• (2) The company’s articles of incorporation also stipulate that no more than 1% of the annual profit will be used as the director’s remuneration, which is based on the regulation of the

3

company’s compensation committee. The payment of director’s remuneration should refer to the regular level of the industry, and consider the rationality of correlation with personal performance, operating performance and future risks in accordance with the Remuneration Regulations. Lists as follows:

• ① The current director’s remuneration includes monthly remuneration, travel allowance and director’s remuneration.

• ② All independent directors serve as members of the audit committee, the compensation committee, and have fixed remuneration.

• ③ The director’s travel allowances are fixed payments and are paid when attending board meetings.

• ④ The distribution of director’s remuneration shall be distributed inproportion to how many days each board director in service in respective elected term

• For the remuneration of the general director and independent director, please refer to Attachment 3 (page. 14).

4

1. Issue : The Amendments and Implementation report of ’Repurchase shares and transfer to employee measures’

Details :

1. The measure for repurchasing shares and transferring employees came into 01/25/2019. Since the company reduced its capital by 15% in cash in 2020, it is necessary to revise the measures for repurchasing shares and transferring employees in conjunction with the capital reduction. Please refer to Attachment 4 (page.15).

2. In accordance with the company’s measures for repurchasing shares and transferring employees, a total of 4,521,150 shares were repurchased (the number of shares eliminated after capital reduction in cash return)

3. The number of shares transferred to employees, due to the conditions, the employees finally agreed to subscribe 410,000 shares, the subscription base date is 17/12/2021, and the subscription price is NT11.67 per share. The shares subscribed have been allocated to the employee’s collective insurance account on 10/01/2022.

4. Issue : The report of cancellation of treasury shares

Details :

1. The purpose of the company’s first treasury stock repurchase is to transfer it to employees. The actual repurchase period is form 14/11/2018 to 10/01/2019. And a total of 5,319,000 shares were repurchased. The company decided to reduce capital in 2020, and the capital reduction ratio is 15%, and the Ministry of Economic Affairs

5

approved the capital reduction registration. After capital reduction, the treasury shares were changed to 4,521,150 shares.

1. The number of treasury shares purchased by the company but not transferred to employees is 4,111,150 shares. According to the previous regulations, 4,111,150 treasury shares should be canceled. The amount of capital reduction is NT41,111,500, and the capital reduction base date for the cancellation of shares is designated as first treasury on 19/01/2022, the change registration was completed on 07/02/2022 based on the approval by the Ministry of Economic Affairs.

Ratifications

1. Proposed by: The Board of Directors

2. Subject : Acknowledgement of the 2021 Business Report and Financial Statements

Details :

• (1) The Company’s 2021 financial statements and the consolidated financial statements were audited and issued an “unqualified opinion” by CPA Qing-Yuan Tu (Stephen Tu) and CPA Wen-Bi Yen (Martin Yen) of Ernst & Young Taiwan. The audited financial statements and the business report were reviewed by the Audit Committee without any nonconformity identified and with a review report issued.

• (2) The financial statements and independent auditors’ audit report are attached on page 21. (Attachment 5)

Resolution :

6

2. Proposed by: The Board of Directors

Subject : Loss Appropriation of year 2021

Details :

• (1) For detail please refer to profit and loss appropriation table .The Company’s 2021 net loss after-tax was $69,958,385. In order to keep the operation capital, it is proposed not to be distributed.

• (2) Profit and Loss Appropriation of year 2021, please refer to next page

7

SUNKO INK CO., LTD

Profit and Loss Appropriation Statement

For the year ended 31 December 2021

Items		Unit: NT$
Beginning balance of undistributed earnings Gain from sale of financial asset at fair value through other comprehensive income 2021 Re-measurement of net defined benefit plans 2021 net loss after tax Subtotal Adjustment item: Reversal of special reserve Ending balance of undistributed earnings		$ 421,995,328 (9,594) 3,907,520 (69,958,385)
		355,934,869
		4,418,264
		$ 360,353,133

Chairman: General Manager: Accounting Supervisor: Ting-Di Huang Ting-Di Huang Sheng-Hui Wang

Resolution :

8

Discussions

1. Proposed by: The Board of Directors

Subject : The Amendment of [Acquisition or Disposal assets procedure]

Details : In accordance with the content of FSC on 28/01/2022

NO.1110380465, the company's [Acquisition or Disposal of assets procedure] was revised ， Please refer to Attachment 6 (page. 36) for details.

Resolution :

Director Election

1. Proposed by: The Board of Directors

Subject : To elect 18[th] directors, please kindly discussion

Details :

• (1) The current directors of the company will expire on 12/06/2022, and they will be proposed to the general meeting of shareholders for re-election in accordance with regulations.

• (2) According to Article 18, the company has 5-9 directors with a term of three years. The candidate nomination system is adopted, and they can be re-elected. The aforementioned number of directors include 3 independent directors.

• (3) On 15/03/2022, the board of directors passed a resolution to elect the 18[th] of directors. The cumulative voting system was adopted in accordance with the regulations, 7 members of director (including three members of independent director), were elected, and the term will be from 15/06/2022 to 14/06/2025.

9

(4) The list of candidates for directors ( including independent directors)

and relevant qualifications are as follows:

NO	Name	ID Number	Education	Professional Qualification	The name of the government or legal person represented	Nominee Category	Whether you have served as an independent directors for three consecutive terms/reasons
1	Ting di Huang	B12290****	Master,The Hong Kong Ploytechnic University	Chairman , Sunko Inc Co., Ltd.	KT Investment Co., Ltd.	Director
2	Shun Shien Huang	F12207****	Minghsin University of Science and Technology	Minister, Sunko Inc Co., Ltd.	KT Investment Co., Ltd.	Director
3	Yu Ping LIN	A22217****	Bachelor of Hungkuang University	CEO, Chiaoli Investment Co., Ltd.	Chiaoli Investment Co., Ltd.	Director
4	Zhao Wei Huang	B12165****	Bachelor of Nanya Institute of Technology	Dali Plant Deputy Director Environmental Safety Audit Specialist of Sunko Inc Co. , Ltd.	Chiaoli Investment Co., Ltd	Director

10

5	Yan-Chung Tsou	P12117****	Bachelor of National Cheng Kung University	Representative of Sun Young CPAs Firm		Independent Director	None
6	Shih Jen Li	A12314****	PhD., University of Southern California,USA	Partner, The CID Group		Independent Director	None
7	Yan Ting Lin	N22432****	EMBA Of Tunghai University	Representative of Plan-Wise International Corporation		Independent Director	None

Resolution :

Other proposal

1. Proposed by: The Board of Directors

2. Subject : Proposal to Release the Board of Directors from Non-Competition Restrictions, Please kindly discussion

Details:

• (1) Pursuant to Article 209 of the company, ‘A director shall act for himself or others within the business scope of the company, and shall explain the important contents of his act to the shareholder’s meeting and obtain permission. ‘

• (2) If there is any non-compete behavior in Article 209 of the Company Law for the newly appointed directors and the representatives appointed by the corporate director in 2022, without prejudice to the

11

interests of the company, the shareholders’ meeting shall be approved in accordance with the law, and the non-compete prohibition of the company’s new directors shall be lifted

• (3) Details of release the Board of Directors from Non-competition

Restriction. Please refer to Attachment 7 (page. 41)

Resolution :

Extraordinary Motions

Meeting Adjourned

12

Attachment 1

2021 Business Report

1 Implementation Results

The company’s individual earning was 2,848,057 thousand on 2021, and the annual Consolidated Revenue was 2,850,638 thousand, consolidated after tax loss of (70,016)thousand, of which attributable to the owners of the company, of which was loss $ 69,958 thousands. After tax, the consolidated basic and diluted loss per share were both $ 0.38. Compared with 2020, the consolidated operating income in 2021 increased slightly, mainly because countries have gradually adjusted their ways to deal with COVID-19. Sales and revenue from Antioxidants or K-Mars 110 are near ten-year highs. However, relatively affected by the termination of the Dajia factory asset agreement, the operation of the flame retardant production line has been put on hold for several months; some plant protection products have resumed production in China, and the client has gradually turned to China based on cost considerations; limited nucleating agents were produced due to insufficient manpower; the US dollar exchange rate continued to drop to a new low on 2021, and other factors have adversely affected revenue. After taking into account the above factors, the revenue showed a slight increase of 98,037 thousand by 3.56%.

In the second half of 2021, countries gradually opened up and got rid of COVID-19. The market demand recovered, but due to the disorder of international freight, The lack of work in the supply chain and the increase in the cost of raw materials caused by China’s rectification and environmental protection have offset the benefits brought by the increase in selling prices, and the continued adoption of loose monetary policies in various of countries has caused the US dollar exchange rate against TWD to remain at a low level throughout the year, which contributed to the gross profit margin still at a low level. In addition, due to the land remendiation case in Taiping Plant, the remediation costs of the last phase of the Pingzhen and Dali NO.2 plants have been recognized as periodical expense in 2020. Therefore, the operating expenses and non-operating income of this year have decreased significantly compared with the previous year.

The table below shows our implementation results of 2021, compared with the data from 2020:

1.1 Implementation Results of Operation Plan

Unit: NT$ thousand

Item	2021	2020	Increase (Decrease)	Increase (Decrease)
			Difference	Rate
OperatingRevenue(net)	2,850,638	2,752,601	98,037	3.56

13

OperatingCosts	2,722,534	2,613,246	109,288	4.18
OperatingProfit	128,104	139,355	(11,251)	(8.07)
OperatingExpense	224,055	383,110	(159,055)	(41.52)
OperatingGains(Losses)	(95,951)	(243,755)	147,804	60.64
Otherprofits and losses(net)	42,110	727,049	(684,939)	(94.21)
Pre-tax Earnings(losses)	(53,841)	483,294	(537,135)	(111.14)
After-tax Earnings(losses)	(70,016)	524,306	(594,322)	(113.35)

1.2 Forecast and implementation

The Company didn’t publish the 2021 Operating Forecast. Therefore, no information regarding implementation is available.

• 1.3 Financial Income and Expenditure and Profitability Analysis

		For the years ended 31 December	For the years ended 31 December
	Item	2021	2020
Profitability	Return on asset (%)	(1.35)	11.88
	Return on equity (%)	(2.91)	22.05
	Pre-tax income (loss) (%)	(2.85)	25.57
	Profit margin (%)	(2.46)	19.05
	Earnings per share (loss) (NT$)	(0.38)	2.43
	Earnings per share (loss) (NT$)	(0.38)	2.42

• 1.4 Research and Development progress

1.4.1 Research and Development Expenses

R&D Expenses Ratio to operating revenues	Unit: NT$ thousands For theyears ended 31 December
	2021 2020 2019
	51,299 54,464 56,390 1.80% 1.98% 1.74%

1.4.2 Recent Research and Development results

Classification	Item	R&D results
Fine Chemical Series	1. Development and promotion of Non-halogenated	 Japan D company’s phosphorus-containing flame retardant OEMproject,

14

	Flame Retardant derivatives	successfully completed the 3L-scale three batches of experimental verification (K-202)  Japan O company’s halogen-free flame retardant PHZS process change has been verified.
	2. Development and research application of nucleatingagent	 Replace Aromatic Heterocyclic Phosphate Nucleating Agent: K21.  K21 ton-scale trial run and testing
	3. Curing Agent	 CSR: The feasibility assessment of the K339e zero-waste project have been completed, and three batches of scale-up trial production and testing have been completed.  Highly disperse acrylic metal salt composition, its production method and the resin composition containing it have obtained the Taiwan O-Taiwan patent K339G and completed one batch Sub-scale trial production, applied to the development of new form materials .iled out both domestic and foreign patent applications on the high-dispersibility Metal (Methyl) Acrylates and its related application technology development.  Curing agent (339G) ton-scale trial run and testing
	4. Research on Industrialization Technology of Triazine UV Absorber New product	 The UV absorber intermediate 1064TM has completed the process development of the laboratory n-lab stage.  The UV absorbent intermediate K-DIOPAT has completed the laboratory stage process development.
Polymer Series	1. Product development and application research	 Completed the laboratory process and formulation development of PA-Polyol 3L.

15

• 2 Ove

	of TPU and PUD	 Scale-up trial production and application development of SK60 and SK70 patented new products.  Completed Taiwan patent application for the application of thermoplastic polyurethane and impact-resistant composite layer.  Completed Thermoplastic Polyurethane Foam and Impact-Resistant Composite Layer  Completed the development and promotion of impact-dissipating materials for sports protective gear(trademark SKECO)  Cooperate with shoe material customers to develop fiber-grade TPU materials and research on recycling( currently second TPE-01,TPE-02)
	2. Ultra-film ETPV foam material (EPTV)	 Cooperate with shoe material customers to develop recyclable polyolefin elastomer ETPV material (recently screened E342-50)  Two-Color ETPV formulation optimization for dual hardness.

rview of 2021 Operation Plan

• 2.1 Operation Strategy and Policy

Looking back on the pros and cons upon implementation during 2021, and looking ahead to the future trends of the coming year, we make our operation plan as follows:

• (1) Develop key raw materials and new products

• (2) Special-purpose cosmetics are successfully mass-produced

• (3) Sales expand production capacity to reduce production costs

• (4) Save energy and decarbonize

• (5) Keep decarbonize and research new treatment methods or processes.

• (6) Optimize the MIC manufacturing process

16

• (7) Plant protection product process technology

• (8) Automate labor intensive manufacturing process evaluation

• (9) Advance the process via computer systems

• 2.2 Important Production and Marketing Strategies

• 2.2.1 Sales Policy

  • (1) Strengthen the relationship with clients, increase both sales and the market share

  • (2) Develop new specifications and new products in line with customer needs.

  • (3) Develop our own patents and create unique-selling-points (USP) to expand the markets

  • (4) Control market dynamic and adjust marketing strategies in a timely manner

2.2.2 Production Policy

  - (1) Implement industrial safety to reduce accident risks.

  - (2) Stabilize raw material supply chain and product supply

  - (3) Strengthen quality and improve customer satisfaction

  - (4) Optimize process and increase utilization rate

  - (5) Implement energy saving and waste reduction measures.

• 2.3 Short-term and Long-term Business Development Plan

• 2.3.1 Short-term Plan

  • (1) Strengthen the bonds with international manufacturers and increase the market share.

  • (2) Develop and promote new products: PP clarifier (K21), Flame Retardant (PX-202), hair dye, TPE footwear materials, TPU/TPV yarn, TPU anti-vibration materials, TPU air bed materials, Flame Retardant TPV.

  • (3) Be certified by the brand dealers on Expanded Elastomer footwear materials

  • (4) Develop second level supplier to reduce the risk of raw materials shortage

  • (5) Optimize the MIC manufacturing process

17

2.3.2 Long-term Plan

2.3.2.1 Key trends and strategies on industrial transformation

Under such shortcomings as strict environmental regulations, limited natural resources, and increasing environmental costs, high-emission industries gradually lost their positions in the competitive market. To successfully navigate this changing landscape, chemical industry will need to develop toward low-pollution and high-economies-of-scale orientation.

• 2.3.2.2 Research and development and technical services

• (1) Self-develop and form patent applications

• (2) Provide technical services to meet customer demands

• (3) Assist customers in developing customized products and grab the preemptive opportunities in the market

2.3.2.3 Diversification Strategies

Well utilize the Company’s know-hows in chemicals and manufacturing products. For instance:

• (1) Produce personal sanitization products (special cosmetic) using cGMP qualifications from Chuansing Factory

• (2) Given the recyclable character of Polymer(TPE/TPU), develop footwear using 100% Polymer then recycle and reuse

• (3) Seek out businesses that are chemical-related and supported by the government

2.3.2.4 “Save Energy, Save Earth”

In response to the “Save Energy, Save Earth” campaign, our future manufacturing process design will take action to promote energy saving, decarbonization, recycle and reuse, and to exploit the decarbonization technology.

3 Overview of Technology and R&D

3.1 Technical Level

In response to the development trend of international chemicals, the Company values novelty, inventive steps as well as industrial applicability. We mainly target chemicals that are highly demanded in the market and create technical barriers.

18

The Company’s main research and development team are organic synthesis and polymer chemistry technology experts. They cooperate with a production team with more than 20 years of chemical manufacturing experience, together with trading professionals of great acuity on market development, to invest in research, development, production, OEM and marketing on polymer and fine chemical products.

3.2 Product Development Plan

More specifically speaking, the Company’s(Sunko) products include PU, POLYOL, TPU, TPV, special plastic material, plant and environmental protection drugs, active pharmaceutical ingredients, cosmetic materials, antioxidant, anti-UV agent, polyolefin synthesis, PCB reducing agent, curing agent and graphene oxide, etc.

To improve the process efficiency, go green, and to recycle, reuse and reduce the energy consumption are the key concepts of polymer material development.

As for product development on fine chemicals, the research aims at new structures, new manufacturing processes, new formulations and new applications. To develop low-pollution and low-energy-consumption manufacturing process techniques is deemed as our corporate social responsibility.

Classification	Item
Fine Chemical Series	- K-CLEAR:New product development and application research of plastic nucleating agent and transparent agent - K-NOX: New product development, continuous improvement and application research of rubber and plastic antioxidants - K-SORB:Research on industrialization technology of new Triazine UV absorbent products - K-CURE:Improve and develop applications of rubber and plastic cross-linking curing agent - Research on formulation of hair dye and evaluate the feasibility of OEM - Continuously develop techniques on energy saving and decarbonization
Polymer Series	- Research on Polymer product application (footwear materials and anti-vibration materials) - New product development, continuous improvement and application research on TPV, TPE elastomer - New product development, continuous improvement and application research on ETPU and ETPV expanded

19

elastomer

• TPR technology development and scale-up trial production

4 Estimated product sales of 2022

timated product sales of 2022
Main Product	Classification	Annual Budget Sales Quantity
		Tons
Antioxidants	Fine Chemicals		9,220
Thermoplastic Pellets (TPU) Thermoplastic Elastomer (TPV)	Polymer		3,637
POLYOL and PU	Polymer		1,591
Agrochemicals	Plants and environmental protection drugs		282
Other fine chemicals (crosslinking curing agents, halogen-free flame retardants, electronic chemicals, nucleating agents)	Fine Chemicals		4,398
Others	Others		923
Total			20,051

Notes: Estimated sales of flame retardants already included in other specialty chemicals.

5 The Impact from the external competition, regulatory environment, and business operation

According to IMF statistics, the global economic growth rate is expected to decline from 6.1%

in 2021 to 3.6% in 2022. In early 2022, the number of Omicron infections will increase, inflation will rise, regional conflicts will rise, and protectionism will take the lead. And other factors, the situation of economic recovery and future changes in the economic environment are still full of variables.

The Regional Comprehensive Economic Partnership (RCEP) and the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) implement tariff reductions among member states for Taiwanese companies that rely on imports and exports, which will decrease Taiwan’s competitiveness in the international market as a non-member state.

Adverse effects due to the promotion of a series of policies such as international ESG

development trends, renewable energy development regulations, and domestic environmental

20

protection regulations, it is necessary for enterprises to invest money to update air pollution equipment, set up renewable energy power generation facilities, and use high costs. In terms of carbon reduction, there is currently no cost-effective and effective carbon capture method due to the lack of technological breakthroughs. Small companies are limited by limited resources and gradually replace them with new and more energy-efficient equipment in the early stage. More environmentally friendly natural gas, research more efficient processes to achieve carbon reduction. The biggest source of carbon emissions is the electricity required for the manufacturing process. This part is beyond the capabilities of small companies. Currently, it is still waiting for relevant government units to plan the future national net-zero carbon emissions path and relevant policy guidelines for the industry to follow.

Chairman: General Manager: Ting-Di Huang Ting-Di Huang

Accounting Supervisor: Sheng-Hui Wang

21

Attachment 2

SUNKO INK CO., LTD

Audit Committees’ Review Report

The Board of Directors has prepared the Company’s 2021 Business Report and Financial Statements, including parent only and consolidated financial statements. The financial statements were audited by CPA Qing-Yuan Tu (Stephen Tu) and CPA Wen-Bi Yen (Martin Yen) of Ernst & Young Taiwan and issued an accompanying Independent Auditors’ Report.

The Business Report, Financial Statements (including Parent Only and Consolidated Financial Statements), and the proposal for earnings appropriation have been reviewed and audited by the Audit Committee without any nonconformity found. We hereby submit this report according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for your ratification.

Best Regards

The 2021Annual General Meeting of Shareholders

SUNKO INK CO., LTD

Convener: Yen-Chung Tsou

16 March 2022.

22

Attachment 3

SUNKO INK CO., LTD

Employee and Director Compensation Distribution Table

For the year ended 31 December 2020

==> picture [799 x 260] intentionally omitted <==

23

Attachment 4

SUNKO INK CO., LTD

Comparison Table of Amendment of old and new provisions

Article Number	A-MR-06	Document Name	Measures for repurchasing shares and transferring employees
Version	No.3	Operating Date	2021/12/16
Mark-up Version(No.2)		Clean Version(No.3)
Article 7	The repurchased shares are transferred to employees, and the average price actually repurchased is the transfer price.	The repurchased shares are transferred to employees at the actual average repurchase price. However, Before the transfer, if the company’s issued ordinary shares have increased(or decreased), the increase( or decrease) of the issued shares may be used. Adjusted transfer price by the ratio- the average price of the actual repurchased shares x the total number of ordinary shares in issue when the repurchased shares were declared/ the total number of ordinary shares in issue before the repurchased share were transferred to employees( rights and obligations after transfer)

24

Attachment 5

==> picture [530 x 693] intentionally omitted <==

25

==> picture [503 x 716] intentionally omitted <==

26

==> picture [501 x 704] intentionally omitted <==

27

==> picture [507 x 716] intentionally omitted <==

28

==> picture [508 x 715] intentionally omitted <==

29

==> picture [508 x 705] intentionally omitted <==

30

==> picture [505 x 712] intentionally omitted <==

31

==> picture [504 x 722] intentionally omitted <==

32

==> picture [501 x 713] intentionally omitted <==

33

==> picture [504 x 717] intentionally omitted <==

34

==> picture [533 x 640] intentionally omitted <==

35

==> picture [527 x 646] intentionally omitted <==

36

==> picture [539 x 656] intentionally omitted <==

37

==> picture [529 x 666] intentionally omitted <==

38

==> picture [525 x 645] intentionally omitted <==

39

==> picture [509 x 714] intentionally omitted <==

40

==> picture [508 x 714] intentionally omitted <==

41

==> picture [505 x 720] intentionally omitted <==

42

==> picture [504 x 671] intentionally omitted <==

43

==> picture [501 x 706] intentionally omitted <==

44

Attachment 6

SUNKO INK CO., LTD

Comparison Table of the “Procedures for Election of Directors” before and after amendments

Document Number	A-OR-04	Document Name	The procedure of acquiring or disposing of the asset
Revised version	13	Operating Date	15/06/2022
Before Amendment (12)		After Amendment (13)
Article 4 1. The procedures for acquiring or disposing of the assets specified in this handling procedure shall be disclosed as follows: (1)~(6) none (7) Asset transactions other than those specified in the preceding six subparagraphs, and financial institutions Dispose of creditor’s rights or engage in investment in China, and the transaction amount exceeds 20% of the company’ s paid-in capital or more than NT300 million. However, the following circumstances are not limited:(1)Trading of domestic public bonds (2) when the company specialize in investment business, the trading of securities on domestic and oversea stock exchanges or the subscription of ordinary companies issued by Makushu in the domestic primary market Debt and general financial bonds without equity (excluding subordinated bonds), or subscription or repurchase of securities investment trust funds or future trust funds		Article 4 1. The procedures for acquiring or disposing of the assets specified in this handling procedure shall be disclosed as follows: (1)~(6) none (7) Asset transactions other than those specified in the preceding six items, and financial institutions dispose of creditor’s rights or engage in investment in China, and the transaction amount exceeds 20% of the company’ s paid-in capital or more than NT$300 million. However, the following circumstances are not limited:(1) Trading of domestic bonds or foreign bonds with credit rating not lower than Taiwan’s sovereign rating (2) when the company specializes in investment business, the trading of securities on domestic and oversea stock exchanges or the subscription of foreign bonds and ordinary bonds issued in the domestic primary market, and general financial bonds without equity (excluding subordinated bonds), or subscription or repurchase of securities

45

(3) none The calculation method of the transaction amount in the preceding paragraph is as follows, and the term withing one year is based on the date of the actual occurrence of transaction, and is retrospectively calculated for one year, and the part that has been announced in accordance with the regulations is exempted from re-calculation. 2. Announcement declaration procedure none 3. Announcement procedure None 4. Announcement format None

investment trust funds or future trust funds, or subscription or resale of exchange traded notes. (3) none 2. The calculation method of the transaction amount in the preceding paragraph is as follows, and the term withing one year is based on the date of the actual occurrence of transaction, and is retrospectively calculated for one year, and the part that has been announced in accordance with the regulations is exempted from re-calculation. 3. Announcement declaration period none 4. Announcement procedure None 5. Announcement format

Article 5 When the company acquires or dispose of asset, it shall appoint objective, impartial and detached experts to issue reports according to the types of assets and the following provisions: (1.) When acquiring or disposing of property, equipment or assets with the right to use, except for those with transaction by domestic government agencies, in addition to the construction or lease by the local government, or the acquisition or disposal of equipment for business use or its right-to-use assets, the transaction amount is 20% of the company’s paid-in capital or NT $300 million. For the above, the appraisal report issued by the professional appraiser shall be obtained before the date of the fact, and shall comply with the following requirements:

Article 5 When the Company acquires or dispose of asset, it shall appoint objective, impartial and detached experts to issue reports according to the types of assets and the following provisions: (1.) When acquiring or disposing of property, equipment or assets with the right to use, except for those with transaction by domestic government agencies, in addition to the construction or lease by the local government, or the acquisition or disposal of equipment for business use or its right-to-use assets, the transaction amount is 20% of the company’s paid-in capital or NT $300 million. For the above, the appraisal report issued by the professional appraiser shall be obtained before the date of the fact, and shall comply with the following requirements:

46

(1)~(2) omitted

(3) The appraisal result of the professional appraiser falls under any of the following circumstances, except for the acquisition of assets. If the valuation results are higher than the transaction amount, or the valuation results of the disposed assets are all lower than the transaction amount, an accountant should be requested to handle it in accordance with the Accounting Standards Bulletin N0.20 issued by the Accounting Research and Development Foundation, and explain the reasons for the discrepancies. And the fairness of the transaction price to express specific opinions: Omitted

1. When the company acquires or disposes of marketable securities, it shall obtain the most recent financial statements of the subject company that have been audited, certified or reviewed by accountant in accordance with regulations as a reference for evaluating the transaction price. If the acquisition or disposal of securities falls under any of the following circumstances, and the amount exceed 20% of the company’s paid-in capital or NT$300 million or more, an accountant shall be consulted before the actual occurrence to discuss the reasonableness of the transaction price and express specific opinions, if accountants need to use expert reports, they should follow the provisions of the Bulletin of Auditing Standards NO.20 issued by the Accounting Research and Development Foundation, expect that the marketable securities are publicly quoted in the active market or otherwise stipulated by the FSC

(1)~(2) omitted

(3) The appraisal result of the professional appraiser falls under any of the following circumstances, except for the acquisition of assets. If the valuation results are higher than the transaction amount, or the valuation results of the disposed assets are all lower than the transaction amount, the accountant shall be consulted for the reasons for the discrepancy and the transaction price. The legitimacy of expressing specific opinions: Omitted

2.When the company acquires or disposes of marketable securities, it shall obtain the most recent financial statements of the subject company that have been audited, certified or reviewed by accountant in accordance with regulations as a reference for evaluating the transaction price. If the acquisition or disposal of securities falls under any of the following circumstances, and the amount exceed 20% of the company’s paid-in capital or NT$300 million or more, an accountant shall be consulted before the actual occurrence to discuss the reasonableness of the transaction price and express specific opinions, unless the marketable securities are publicly quoted in an active market or otherwise stipulated by the FSC

47

(1) Acquiring or disposing of securities that are (1) Acquiring or disposing of securities that are not traded on a stock exchange or the business not traded on a stock exchange or the business office of a securities firm office of a securities firm (2) Acquiring or disposing of privately placed (2) Acquiring or disposing of privately placed securities securities 3. When the company acquires or disposes of 3. When the company acquires or disposes of intangible assets or their right-to-use assets, or intangible assets or their right-to-use assets, or the transaction amount of membership exceed the transaction amount of membership exceed 20% of the company’s paid-in capital or 20% of the company’s paid-in capital or NT$300 million or more, in addition to NT$300 million or more, in addition to transactions with domestic government agencies, transactions with domestic government an accountant shall be consulted before the agencies, an accountant shall be consulted actual occurrence to discuss the reasonableness before the actual occurrence to discuss the of the transaction price and express specific reasonableness of the transaction price and opinions, and the accountant should also handle express specific opinions it in accordance with the Auditing Standards Bulletin NO.20 issued by the Accounting Research and Development Foundation

1. The calculation of the transaction amount in this article shall be carried out in accordance with the calculation method stipulated in Paragraph 1 of Article 4, and the term within 1 year should be based on the date of the actual occurrence of this transaction, retroactively calculated one year, and has been calculated in accordance with the standard stipulated that the appraisal report or accountant’s opinion issued by the professional appraiser shall be exempted from the calculation.

4.The calculation of the transaction amount in this article shall be carried out in accordance with the calculation method stipulated in Paragraph 2 of Article 4, and the term within 1 year should be based on the date of the actual occurrence of this transaction, retroactively calculated one year, and has been calculated in accordance with the standard stipulated that the appraisal report or accountant’s opinion issued by the professional appraiser shall be exempted from the calculation.

omitted

Omitted

48

Article 6

The company’s procedure dealing with related parties are as follows:

1.Omitted

2.(1) (2) (4) (5) (6) Omitted

(3).Obtain real estate from related parties or its right-to-use assets, relevant information for evaluating the reasonableness of the predetermined transaction conditions in accordance with paragraph(1) and paragraph(4) of paragraph 3 of this article

(7.) Restriction on the transaction and other important agreed matters. The calculation of the transaction amount in the preceding paragraph shall be carried out in accordance with the provisions of Article4, Paragraph 1, 5) Item 2, and the term within one year should be based on the date of the actual occurrence of this transaction, and shall be retroactively calculated for one year in accordance with the standard that stipulates that the part submitted to the board of directors for approval will be exempted. The company and its subsidiaries, or its subsidiaries that directly or indirectly hold 100% of the issued shares or total capital, are engaged in the following transactions. The board of directors may authorize the chairman of the board to make decisions withing a certain amount, and then report to the most recent board of directors for ratification.

①Acquiring or disposing of equipment for business use or its right-to-use assets.

Article 6

The Company’s procedure dealing with related parties are as follows:

1.Omitted 2.(1) (2) (4) (5) (6) Omitted (3) Obtain real estate from related parties or its right-to-use assets, relevant information for evaluating the reasonableness of the predetermined transaction conditions in accordance with Items 1 and 4, Paragraph 5 of this article.

(7) Restriction on the transaction and other important agreed matters. The calculation of the transaction amount in the preceding paragraph shall be carried out in accordance with Article 4, Paragraph 1, 5) Item 2, and the term within one year should be based on the date of the actual occurrence of this transaction, and shall be retroactively calculated for one year in accordance with the standard that stipulates that the part submitted to the board of directors for approval will be exempted. The company and its subsidiaries, or its subsidiaries that directly or indirectly hold 100% of the issued shares or total capital, are engaged in the following transactions. The board of directors may authorize the chairman of the board to make decisions withing a certain amount, and then report to the most recent board of directors for ratification.

①Acquiring or disposing of equipment for business use or its right-to-use assets.

49

	②Acquiring or disposing of real estate use right assets for business use 3.Evaluation of the rationality of transaction costs (1)~(3) Omitted (4) When the company obtains real estate or right-to-use asset from the related party and the evaluation results are lower than the transaction price according to the provisions of the item 2 of this paragraph, it shall comply with paragraph (5) of paragraph 3. However, If the objective evidence is presented and specific opinions from	②Acquiring or disposing of real estate use right assets for business use 3.Where the Company or a non-domestic public subsidiary has a transaction under Paragraph 2. in which the transaction amount reaches 10% or more of the Company's total assets, the Company shall submit the information listed in Paragraph 2 to the shareholders' meeting for approval before signing the transaction contract and making payment. However, transactions between the Company and its subsidiaries, or transactions between subsidiaries, shall not be subject to this limitation. 4. The calculation of the transaction amount in Paragraph 2 and the previous paragraph shall be made in accordance with Paragraph 2, Article 4 and the said one-year period shall be calculated retrospectively for one year starting from the date of transaction occurrence, and the amount that has been submitted to the shareholders' meeting and the board of directors for approval in accordance with this procedure shall be exempted from further calculation. 5. Evaluation of the rationality of transaction costs (1)~(3) Omitted (4) When the Company acquires real estate or right-to-use asset from the related party and the evaluation results are lower than the transaction price according to the previous 2 items of this paragraph, it shall comply with Item (5) of Paragraph 3. However, If the objective evidence is presented and specific opinions from professional real estate appraisers and

50

professional real estate appraisers and accountants are obtained due to the following circumstances.

(5.) When the company obtains real estate or its right-to-use asset from related parties, if the result of the evaluation according to item 2 of this paragraph is lower than the transaction price. The following matters shall be handled and the company shall adopt the equity method if the evaluated public company has set aside the special surplus reserve in accordance with the aforementioned provisions, it should be recognized as a depreciation loss for the assets purchased, leased at a high price, disposed of terminated, to be properly compensated or restored to the original state, or there is other evidence to determine that it is unreasonable, then with the approval of the FSC, the special surplus reserve may only be used.

(1)~(2) Omitted

(3.) The handling paragraph 2 of paragraph 1 of paragraph (5) of paragraph 3 of this article shall be reported to the shareholders’ meeting, and the details of the transaction shall be disclosed in the annual report and prospectus.

(6.) When the company obtains real estate or its right-to-use assets from related parties, if any of the following circumstances occurs, it shall be handled in accordance with the provisions of the 1 and 2 paragraphs of this article on evaluation and operation procedures, and the 5 paragraph of this article shall not apply items (1), (2) and (3) for the assessment of the reasonableness of transaction cost

accountants are obtained due to the following circumstances.

(5) When the company obtains real estate or its right-to-use asset from related parties, if the result of the evaluation according to item 2 of this paragraph is lower than the transaction price. The following matters shall be handled and the company shall adopt the equity method if the evaluated public company has set aside the special surplus reserve in accordance with the aforementioned provisions, it should be recognized as a depreciation loss for the assets purchased, leased at a high price, disposed of terminated, to be properly compensated or restored to the original state, or there is other evidence to determine that it is unreasonable, then with the approval of the FSC, the special surplus reserve may only be used.

(1)~(2) Omitted

(3) The handling of Items 5-1 and 5-2 of Paragraph 5 of this article shall be reported to the shareholders’ meeting, and the details of the transaction shall be disclosed in the annual report and prospectus.

(6.) When the Company acquires real estate or its right-to-use assets from related parties, if any of the following circumstances occurs, it shall be handled in accordance with Paragraphs 2, 3 and 4 of this article on evaluation and operation procedures, and Items (1), (2) and (3) of Paragraph 5 of this article shall not apply for the assessment of the reasonableness of transaction

51

	(7) When the company obtains real estate or its right-to-use assets from related parties, if there is other evidence that the transaction is not in line with business practices, it should also be handled in accordance with the provisions of paragraph (5) of paragraph 3 of this article. Article 13 Appendix The processing procedure is abbreviated on 25/05/1991	cost (7) When the company obtains real estate or its right-to-use assets from related parties, if there is other evidence that the transaction is not in line with business practices, it should also be handled in accordance with Item (5), Paragraph 5 of this article. Article 13 Appendix These Procedures are formulated on 25 May 1991. The twelfth amendment was approved by the 27th board meeting of the 17thterm on 15.March 2022 and was passed at the general meeting of shareholders held on 15 June 2022.

52

Attachment 7

==> picture [397 x 700] intentionally omitted <==

53

Appendix 1

SUNKO INK CO., LTD

Rules of Procedures for Shareholders’ Meeting

Article 1

Unless otherwise provided by law or the Articles of Incorporation, the Shareholders Meetings of the Company shall be conducted in accordance with the Rules of Procedures for Shareholders’ Meeting (hereinafter “the Rules”).

Article 2

The Company shall specify the time and venue for attendance sign-ins and other imperative matters on the Notice of Shareholders’ Meeting.

The aforementioned time for signing in shall be at least 30 minutes before the meeting commences. The venue for attendance sign-ins shall be indicated clearly and the sign-in process shall be handled by appropriate personnel.

Shareholders and their proxies (hereinafter, the "Shareholders") shall attend the meeting with attendance card, sign-in card, or other attendance document. The proxy solicitor shall also provide identity documents for verification.

The Company shall set up a signature book for attending Shareholders to sign in. Alternative, Shareholders attending the meeting shall submit the attendance card in lieu of signing in. Attendance at the meeting shall be calculated based on the signature book or the received attendance card. The votes of the meeting may be exercised in writing or by electronic means. Except otherwise regulated in relevant laws and regulations, such votes shall be counted in determining the said number of shares of attending Shareholders.

The Company shall furnish attending Shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting ballots, and other meeting materials. Where there is an election of directors, election ballots shall be furnished as well.

54

When the government or a corporate person is a shareholder, it may be represented by more than one representative at the Meeting. When a corporate person is appointed to attend as proxy, it may designate only one person to represent it in the Meeting.

Article 3

The chairman shall call the meeting to order when a majority Shareholders are present at the Meeting. However, when the attending Shareholders do not represent half of the total number of issued shares, the chairman may postpone the time for the Meeting. No more than two such postponements, for a combined total of no more than one hour, may be made.

If the quorum is not met after two postponements, but the attending Shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted (pursuant to Article 175 of the Company Act). When the number of the attending Shareholders reaches the statutory number, the chairman shall call the meeting to order, and resubmit the tentative resolution.

Article 4

The shareholders' meeting shall proceed exactly in accordance with the agenda unless changed by the shareholders' meeting resolution. The shareholders’ meetings that are convened by the board of directors shall be chaired by the chairman. When the chairman is on leave of absence or for any reason unable to exercise the powers of the chairman, the board shall consign another delegate to be his/her proxy pursuant to the Company Act. The director who serve as chairman shall have serve his/ her post for more than six months and be familiar with the Company’s financials and operations. The same applies to the director who represents a corporate person.

The preceding paragraph shall apply mutatis mutandis where a shareholders’ meeting is convened by a party other than the board of directors.

The chairman shall not declare the meeting adjourned prior to the completion of deliberation on the meeting agenda as specified in the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting.

55

If the chairman violates the rules of Procedures and announces adjournment, other members of the board of directors shall vote to elect one delegate to serve as chairman with more than half of the attending shareholders’ voting rights and continue the meeting.

Article 5

The Company shall tape-record or videotape the whole process of the meeting, and properly keep the record for at least 1 year. During the meeting, the chairman may announce a recess at such time as the chairman thinks appropriate.

If a shareholder files a lawsuit against the abovementioned recorded audio-visual materials, according to Article 189 of the Company Act, the documents shall be retained until the end of the litigation.

Article 6

Before speaking, a shareholder shall submit a speaker’s slip bearing his/ her name and attendance card number. The chairman shall determine the sequence of speeches by shareholders.

Article 7

The Meeting shall proceed in accordance with the agenda. If any shareholder violates or exceeds the scope of the discussion issue, the chairman shall stop the shareholder from speaking.

Article 8

Each shareholder shall not speak more than five minutes. Only under the permission of the chairman shall the shareholder extend his/ her speech for three more minutes. If such shareholder goes beyond the allocated time, the chairman shall stop the shareholder from speaking.

Article 9

Each shareholder shall not speak more than twice on the same discussion issue.

56

Article 10

The chairman shall announce the discussion closed and call for a vote, if the chairman deems it appropriate.

Article 11

Unless otherwise provided by the Company Act, a resolution shall be passed if it is agreed by half of the attending shareholders. When no dissenting opinion is expressed, a resolution shall be deemed passed with the same validity as agreed by voting.

For issues involving the interest of specific shareholders and may jeopardize the interest of the Company as well, such shareholders shall not take part in the voting and shall not exercise voting rights as proxy for any other shareholder.

Vote counting for proposals or elections shall be conducted in public at the place of the meeting. Immediately after the completion of vote counting, the results of the voting, including the statistical tallies of the number of votes, shall be announced on site and duly recorded.

Article 11-1

The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the list of names of those elected as directors and the numbers of votes with which they are elected.

Article 12

In case of an air-raid alert, the adjournment or suspension of the meeting shall be announced immediately. Shareholders shall take action to evacuate from the building and resume the meeting an hour after the alert is lifted.

Article 13

Matters not covered in this Procedures shall be governed by the Company Act and any relevant laws and regulations.

57

Article 14

The rules herein shall be enforced after being approved at the shareholders’ meeting. The same shall apply to any amendments.

The Rules were established on 25 May 1991.

The 1st Amendment was made on 5 June 2002.

The 2nd Amendment was made on 14 June 2012.

The 3rd Amendment was made on 24 June 2013. The 4th Amendment was made on 4 May 2016.

58

Appendix 2

SUNKO INK CO., LTD

Articles of Incorporation

Chapter 1 General Provisions

• Article 1 The Company is incorporated pursuant to the relevant regulations set forth in the Company Act with the name of SUNKO INK CO., LTD (hereinafter “the Company”).

• Article 2 The Company is engaged in the following business: 01. C301010 Yarn Spinning Mills

• C801010 Basic Industrial Chemical Manufacturing

• C801030 Precision Chemical Materials Manufacturing 04. C801060 Synthetic Rubber Manufacturing

• C801100 Synthetic Resin & Plastic Manufacturing

• C801110 Fertilizers Manufacturing

• C801990 Other Chemical Materials Manufacturing

• C802041 Western Medicines Manufacturing

• C802070 Agro-Pesticides Manufacturing

• C802080 Pesticides Manufacturing

• C802100 Cosmetics Manufacturing

• C802120 Industrial Catalyst Manufacturing

• C802170 Poisonous Chemical Material Manufacturing

• C802200 Paints, Varnishes, Lacquers, Dyeing Mills and Dyestuff Manufacturing

• C802990 Other Chemical Products Manufacturing

• C805010 Plastic Sheets, Pipes and Tubes Manufacturing

• C805020 Plastic Sheets and Bags Manufacturing

• C805030 Plastic Made Grocery Manufacturing

• C805990 Other Plastic Products Manufacturing

• F107010 Wholesale of Paints, Varnishes and Lacquers

59

1. F107020 Wholesale of Dyeing Mills and Dyestuff 22. F107040 Wholesale of Agro-Pesticides 23. F107050 Wholesale of Manure

2. F107060 Wholesale of Poisonous Chemical Material 25. F107080 Wholesale of Pesticides 26. F107170 Wholesale of Industrial Catalyst 27. F107190 Wholesale of Plastic Sheets and Bags 28. F107200 Wholesale of Chemical Materials 29. F107990 Wholesale of Other Chemical Materials 30. F108040 Wholesale of Cosmetics

3. F207010 Retail Sale of Paints, Varnishes and Lacquers 32. F207020 Retail Sale of Dyeing Mills and Dyestuff 33. F207040 Retail Sale of Agro-Pesticides 34. F207050 Retail Sale of Manure 35. F207060 Retail Sale of Poisonous Chemical Material 36. F207080 Retail Sale of Pesticides 37. F207170 Retail Sale of Industrial Catalyst

4. F207190 Retail Sale of Plastic Sheets and Bags 39. F207200 Retail Sale of Chemical Materials

5. F207990 Retail Sale of Other Chemical Materials 41. F208040 Retail Sale of Cosmetics

6. F211010 Retail Sale of Building Materials 43. F213080 Retail Sale of Machinery and Equipment 44. F401010 International Trade 45. ZZ99999 Except where permits are required, to run operations not forbidden or limited by laws and regulations

Article 3 The Company is headquartered in Taichung City and may establish branch companies domestically or overseas at the resolution by the Board of Directors where necessary.

Article 4 The Company shall render external guarantees depending upon the business needs. The operation procedure thereof shall be handled pursuant to the Endorsement and Guarantee Procedures.

60

Chapter 2 Capital Stock

Article 5 The total capital of the Company shall be in the amount of $2.5 billion, divided into 250 million shares with a par value of $10 each. The Board of Directors is authorized to conduct issuance in installments. Article 6 The shares of the Company shall be registered, which shall be signed or sealed by at least three directors, and the shares shall be appropriately serial numbered, and certified by the competent authority. Shares issued by the Company may be exempted from printing the share certificates. However, they shall be registered by the Taiwan Depository & Clearing Corporation. Article 7 (Article Deleted) Article 8 (Article Deleted) Article 9 (Article Deleted)

• Article 10 Any registration or change of shares shall not be conducted within 60 days prior to the general shareholders’ meeting, 30 days prior to the extraordinary shareholders’ meeting, or 5 days prior to the date for the distribution of dividends or other interests by the Company.

• Article 11 The share related affairs of the Company shall be conducted pursuant to the relevant rules and regulations prescribed by the competent authority.

Chapter 3 Shareholders’ Meeting

• Article 12 There are two types of shareholders’ meetings: the general meetings and the extraordinary meetings.

• (1) General meetings shall be held within 6 months after the end of each fiscal year.

• (2) The Extraordinary Meetings shall be duly convened, if necessary, in accordance with the relevant laws.

• Article 13 Pursuant to Article 177 of the Company Act and Article 25-1 of Securities Exchange Act, a shareholder may appoint a proxy to attend the meeting on his/ her behalf. A signed or sealed proxy letter shall be given upon appointing a proxy.

61

• Article 14 The chairman shall be the chairperson of the shareholders’ meetings. In case the chairman is absent, he/she may designate one director to act as a proxy. In case where no designation of proxy is made, the Directors shall elect the chairperson amongst themselves.

• Article 15 Except under the circumstances set forth in the Company Act, each shareholder shall be entitled one voting right for each share.

• Article 16 The shareholders' meeting shall proceed exactly in accordance with the agenda unless changed by the shareholders' meeting.

• Unless otherwise provided by the Company Act, a resolution shall be passed if it is agreed by the majority of the attending shareholders, and such attending shareholders shall present more than half of the number of shares issued.

• Article 17 Pursuant to Article 183 of the Company Act.

• Resolutions adopted by the Shareholders’ Meeting shall be recorded in a meeting minute signed by or affixed with the personal seal of the chairman. The meeting minute shall be distributed to all the shareholders within 20 days after the shareholders’ meeting.

The meeting minute shall contain information such as the time and venue of the meeting, name of the chairman of the meeting, and a summary and outcome of all proceedings of the meeting.

Chapter 4 Board of Directors

• Article 18 The Company shall have five to nine Directors.

The term of office for Directors shall be three years and the Directors shall be eligible for re-elections.

The election of the Directors shall adopt the candidate nomination system. The shareholders shall elect the Directors from the list of candidates given by the Company.

Relevant matters of the professional qualification, nomination and election as well as other necessary requirements shall comply with the Company Act, Securities Exchange Act, and other relevant laws and regulations.

The Company shall purchase liability insurance for directors with

62

respect to their liabilities based on their duties and terms.

Article18-1 Pursuant to Article 14-2 of the Securities Exchange Act, among the directors, there shall be no less than three Independent Directors. The number of Independent Directors shall be no less than one fifth of the directors.

• Each share shall have voting rights in number equal to the directors to be elected, and such rights can be combined to vote for one candidate or divided to vote for several candidates. The candidate whom the most votes cast for shall be the Director. Elections for independent and non-independent directors shall be held at the same time but counted and elected separately.

• Article18-2 Pursuant to Article 14-4 of the Securities Exchange Act, the Company shall establish Audit Committee, consisting of all Independent Directors. Duties and rules to abided by of the Audit Committee shall be conducted in accordance to the Company Act, the Securities Exchange Act, the Articles of Incorporation and other relevant laws and regulations.

• Article 19 When one third of the Board become vacant or when all the Independent Directors are discharged, the Board shall convene an extraordinary shareholders meeting within 60 days to re-elect, and the tenure thereof shall be the remaining terms of the vacancy.

• When an Independent Director is discharged from his/ her position, the Board shall fill the vacancy during the next shareholders meeting.

• Article 20 When new directors are not elected in time before the expiration of the tenure of the existing directors, the said tenure shall be extended until the new directors are elected and assumed their office.

• Article 21 The directors shall form a Board of Directors. The chairman and vice chairman shall be elected by and from among the directors with the attendance of more than two-thirds of the directors. The chosen chairman shall conduct all the business of the Company pursuant to the laws and regulations, Articles of Incorporation and resolutions adopted at the shareholders’ meetings and directors’ meetings.

• Article21-1 Directors of this Company are not restricted to the “non-compete clause” from Article 209 of the Company Act. This article is only applicable to Article 2-11 to 2-23 of the Articles of Incorporation. Also, one shall

63

explain to the shareholders meeting about the contents of such action and obtain approvals from the shareholders.

Article 22 The business policies and other important matters shall be determined by the Board.

Except for the first meeting of each term of the Board, which shall be convened and presided pursuant to Article 203 of the Company Act, all other Board meetings shall be convened and presided by the chairman. When the chairman is unable to perform his/ her duties, he/ she may designate a director to act on his/ her behalf. In case there is no appointed delegate, the directors shall elect one from among themselves.

• Article 23 Unless otherwise provided in the Company Act, the Board meetings shall be attended by a majority of the directors. When a director cannot attend the meeting, he/ she may appoint another director to act on his/ her behalf, by presenting a power of attorney stating the scope of authorization regarding each matter proposed to be dealt with at the meeting, provided that such appointment shall be limited to one director only.

• Article23-1 The Board meeting shall be convened at least once every three months. The notices of meeting shall indicate the subjects of the meeting and be delivered to all Directors seven days prior to the scheduled date. When urgent, a meeting may be convened at any time. The notices of meeting shall be sent by means of fax or email.

• Article 24 Resolutions at a Board meeting shall be recorded in a meeting minute signed by or affixed with the personal seal of the chairman. The meeting minute shall be distributed to all Directors within 20 days after the Board meeting and shall contain information such as a summary and outcome of all proceedings of the meeting.

• Article 25 The Company shall abolish the supervisor procedures when establishing an Audit Committee. The Audit Committee or its members shall be responsible for performing duties that are provided under the Company Act, Securities and Exchange Act, and other relevant laws and regulations.

• Article25-1 Whether the Company makes profit or not, the Board shall give compensation to the directors who have performed their duties. The

64

Board is authorized to decide the compensation to directors according to his/her contribution to the operation and involvement in the operation of the Company, comparable to peers’ levels.

Chapter 5 Managers and Personnel

Article 26 The Company shall appoint one or more managers. The appointment, removal, and compensation of the managers shall be approved by more than 50% of the attending directors who shall be more than 50% of all directors.

• Article 27 The Company may, by resolution of the Board, retain consultants or key officers. (Pursuant to Article 23.)

• Article 28 Appointment of other personnel shall be arranged according to the Company Personnel Rules and Procedures.

Chapter 6 Accounting

• Article 29 The Board shall prepare the following reports after the end of each fiscal year and submit to the Audit Committee for auditing thirty days prior to the general shareholders’ meeting for their ratifications.

• (1) Business Report

• (2) Financial Statements

• (3) Proposal of distribution of earnings or Covering of losses.

• Article 30 If the Company has profits in a fiscal year, it shall set aside 3% of the profits as employee bonuses and nor more than 1% of the profit as director compensation. However, if the Company has accumulated losses, it shall first reserve a certain amount for offsetting losses, then allocate for the employee bonuses and director compensation proportionally from the remaining amount.

• Employees bonuses shall be distributed in forms of stock or cash.

• Both employees’ bonuses and directors compensation are resolved by over half of the votes at a Board of Directors meeting attended by at least two-thirds of the total number of directors and shall be reported to

65

the shareholders’ meeting.

Article30-1

When allocating the earnings, the Corporation shall first estimate and reserve the taxes to be paid, offset its losses, set aside a legal capital reserve at 10% of the remaining earnings provided that the amount of accumulated legal capital reserve has not reached the amount of the paid-in capital of the Corporation, then set aside a special capital reserve in accordance with relevant laws or regulations or as requested by the authorities in charge. The Board shall submit proposals to the shareholders’ meeting for resolution.

Except under conditions governed by the Company Act and the Articles of Incorporation, concerning the concept of going concern, distribution of earnings shall be proposed during the shareholders’ meeting each year, depending on the business results, financial status, and capital planning.

The total amount of dividends shall be less than 20% of amount of cash dividends distributed.

Chapter 7 Supplementary Provisions

• Article 31 The Board shall determine the company bylaws and the detailed procedures.

• Article 32 Issues that are not fully addressed in the Articles of Incorporation shall be processed in accordance with the Company Act and other relevant rules and regulations.

• Article 33 These Articles of Incorporation were established on 11 December 1974. The first amendment was made on 30 June 1975. The second amendment was made on 18 May 1976. The third amendment was made on 30 August 1977. The fourth amendment was made on 10 November 1978. The fifth amendment was made on 5 September 1980. The sixth amendment was made on 14 October 1980. The seventh amendment was made on 4 April 1981. The eighth amendment was made on 2 August 1981.

66

The nineth amendment was made on 5 May 1985. The tenth amendment was made on 19 June 1986. The eleventh amendment was made on 30 June 1987. The twelfth amendment was made on 15 August 1988. The thirteenth amendment was made on 3 September 1989. The fourteenth amendment was made on 17 October 1990. The fifteenth amendment was made on 25 May 1991. The sixteenth amendment was made on 27 June 1992. The seventeenth amendment was made on 12 June 1993. The eighteenth amendment was made on 14 May 1994. The nineteenth amendment was made on 12 August 1994. The twentieth amendment was made on 17 May 1995. The twenty-first amendment was made on 10 June 1995. The twenty-second amendment was made on 2 March 1996. The twenty-third amendment was made on 23 May 1997. The twenty-fourth amendment was made on 4 November 1997. The twenty-fifth amendment was made on 29 May 1998. The twenty-sixth amendment was made on 24 May 1999. The twenty-seventh amendment was made on 22 June 2000. The twenty-eighth amendment was made on 5 June 2002. The twenty-nineth amendment was made on 16 June 2005. The thirtieth amendment was made on 15 June 2006. The thirty-first amendment was made on 4 June 2010. The thirty-second amendment was made on 30 June 2011. The thirty-third amendment was made on 14 June 2012. The thirty-fourth amendment was made on 24 June 2013. The thirty-fifth amendment was made on 28 April 2015. The thirty-sixth amendment was made on 16 December 2015. The thirty-seventh amendment was made on 4 May 2016.

67

Appendix 3

Appendix 3	Appendix 3
SUNKO INK CO., LTD		Document Number	A-OR-21	Page:	1/2
Document Name	The procedure of Director election	Version	5	Approval by: Board of Director
IPO	2010/06/04	Operating Date	2021/06/10

Article 1: Fair, impartial, and open election of directors. This procedure is formulated in accordance with Article 21 and 14 of the Code of practice for the Governance of Listed Companies

Article 2: The selection and appointment of directors of the company shall be handled in accordance with these procedures, unless otherwise stipulated by laws and regulations.

Article 3: The election of directors of the company shall adopt the candidate nomination system in accordance with the articles of association and article192-1 of the company law, and the shareholder shall elect the candidate from the list of candidates from the list of candidates after the company’s announcement.

Article 4: The qualifications of the independent directors of the company shall comply with the provisions of Article2,3 and 4 of the Regulations on the Establishment and Compliance of independent companies for public offering companies. The selection and appointment of independent directors of the company shall comply with the provisions of Articles5, 6,7,8 and 9 of the regulations on the establishment of independent directors of public offering companies and matters to be followed and shall be based on article 24 of the code of practice for corporate governance.

Article 5: if the directors of the company are dismissed due to reasons, and the number of directors is less than 5, the company shall by-elect at the latest shareholders’ meeting. However, if the vacancy of directors reaches one-third of the number of seats specified in the articles of association, the company shall hold a shareholders meeting within 60 days from the date of the occurrence of the by-election. If the number of independent directors is insufficient as specified in the proviso of paragraph 1 of article 14-2 of the securities and exchange act, a by-election shall be held at the latest shareholder’s meeting when the independent directors are dismissed from office, a meeting shall be held withing 60 days from the date of the occurrence of the fact.

Article 6: The election of directors of the company shall adopt a cumulative voting system. Each share has the same voting rights as the number of persons to be elected. One person may be elected in a centralized manner, or several persons may be elected.

Article 7: The board of directors shall prepare ballot equal to the number of directors to be elected, fill in their weights, and distribute to shareholders attending the shareholders meeting. The name of the electors may be replaced by the attendance certificate number printed on the ballot.

68

Article 8: The number of directors of this company shall be calculated according to the number of independent directors and non-independent directors shall be calculated respectively. At the time of the election, the vote shall be decided by the votes of those who have the same number of votes. Those who don’t attend shall be drawn by lot on behalf of the chairman.

Article 9: Before the election, the chairman shall designate a scrutineers with the status of a shareholder. The ballot boxes are prepared by the board of directors and open for inspection by the scrutineers before voting. The elector shall fill in the name of the electee and the shareholder Account number or identification document number in the elected person column of the ballot. However, when the government or legal person and the name of its representative: when there are several representative, the name of the representative should be added separately.

Article 10: Ballots shall be invalid if one of the following circumstance occurs:

• 1.Ballots prepared by the person with the right to convene are not used

• Blank ballots are put into the ballot box

• The handwriting is blurred and unrecognizable or has been altered

• The list of candidates filled in is not consistent with the list of director candidates after checking

• in addition to filling in the number of voting rights allocated, other words are included

Article 11: After the voting is completed, the ballots shall be counted on the spot, and the counting of votes shall be monitored by the scrutineer. The results of the counting of ballots shall be announced by the chairman on the spot, including the list of directors elected and their right to be elected. The ballots for the election matters referred to in the preceding paragraph shall be sealed and signed by the scrutineer for safekeeping and kept for at least one year. However, if a shareholder files a lawsuit in accordance with Article 189 of the company Law, it shall be kept until the lawsuit is concluded.

Article 12: The elected directors shall be notified by the board of directors of the company.

Article 13: This procedure shall be implemented after the approval of the shareholders’ meeting, and the same shall apply to amendments.

The first amendment was passed on /04/06/2010

The second amendment was passed 14/06/2012

The third amendment was passed by the ordinary shareholders meeting on 28/04/2015 The fourth amendment was passed on 04/05/2016

The fifth amendment was passed by the extraordinary shareholders meeting on 10/06/2021

69

Appendix 4

SUNKO INK CO., LTD

Shareholdings of all Directors

As of 17 April 2022

		As	of 17 April 202
Title	Name	Number of Shares Held	Shareholding (%)
Chairman	KT Investment Company, Limited	10,801,010	5.84%
Director	Chiaoli Investment Company, Limited	6,503,902	3.52%
Director	Jung-Fu Hsiao	313,645	0.17%
Independent Director	Shih-Jen Li	0	0.00%
Independent Director	Yen-Chung Tsou	0	0.00%
Independent Director	Yen-Ting Lin	0	0.00%
Shareholdings of all Directors		17,618,557	9.01%
Note: The number of shares legally required to be held by all Directors: 11,093,045 shares. The number of shares legally required to be held (as of 17 April 2022) by all Directors: 17,618,557 shares The percentage of shareholding of all Directors, other than three Independent Directors, shall be decreased to 80%.

The number of shares legally required to be held (as of 17 April 2022) by all Directors: 17,618,557 shares

The percentage of shareholding of all Directors, other than three Independent Directors, shall be decreased to 80%.

70